|
By Order of the Board of Directors of
Mountain & Co. I Acquisition Corp. |
| | | | |||
|
/s/ Dr. Cornelius Boersch
Dr. Cornelius Boersch
Chief Executive Officer and Director |
| | | | |
|
By Order of the Board of Directors of
Mountain & Co. I Acquisition Corp. |
| | | |
|
/s/ Dr. Cornelius Boersch
Dr. Cornelius Boersch
Chief Executive Officer and Director January 19, 2023 |
| |
| | |
Page
Number |
| |||
| | | | ii | | | |
| | | | 1 | | | |
| | | | 5 | | | |
| | | | 19 | | | |
| | | | 25 | | | |
| | | | 31 | | | |
| | | | 33 | | | |
| | | | 34 | | | |
| | | | 40 | | | |
| | | | 41 | | | |
| | | | 42 | | | |
| | | | 42 | | | |
| | | | 42 | | | |
| | | | A-1 | | |
| | | | | |
Number of Additional Public Shares Required To
Approve Proposal |
| |||
Proposal
|
| |
Approval Standard
|
| |
If Only Quorum is Present and
All Present Shares Cast Votes |
| |
If All Shares Are Present and
All Present Shares Cast Votes |
|
Extension Amendment Proposal
|
| | Special Resolution(1) | | |
3,833,334
|
| |
13,416,667
|
|
Trust Agreement Amendment Proposal
|
| | Ordinary Resolution(2) | | |
3,593,751
|
| |
12,937,501
|
|
Adjournment Proposal | | | Ordinary Resolution(2) | | |
1,437,501
|
| |
8,625,001
|
|
| | |
Class B Ordinary Shares(2)
|
| |
Class A Ordinary Shares
|
| ||||||||||||||||||
Name of Beneficial Owners(1)
|
| |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| ||||||||||||
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | |
Mountain & Co. I Sponsor LLC (our Sponsor)
|
| | | | 5,075,000 | | | | | | 17.6%(3) | | | | | | — | | | | | | — | | |
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust(5)
|
| | | | — | | | | | | — | | | | | | 1,350,700 | | | | | | 5.9% | | |
Highbridge Capital Management, LLC(6)
|
| | | | — | | | | | | — | | | | | | 1,406,888 | | | | | | 6.1% | | |
Saba Capital Management, L.P.(7)
|
| | | | — | | | | | | — | | | | | | 1,650,000 | | | | | | 7.2% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | |
Dr. Cornelius Boersch
|
| | | | 20,000 | | | | | | —*(4) | | | | | | — | | | | | | — | | |
Daniel Wenzel
|
| | | | 20,000 | | | | | | —*(4) | | | | | | — | | | | | | — | | |
Alexander Hornung
|
| | | | 20,000 | | | | | | —* | | | | | | — | | | | | | — | | |
Prof. Dr. Utz Claassen
|
| | | | 550,000 | | | | | | 1.9% | | | | | | — | | | | | | — | | |
Miles Gilburne
|
| | | | 20,000 | | | | | | —* | | | | | | — | | | | | | — | | |
Dr. Phillip Rösler
|
| | | | 20,000 | | | | | | —* | | | | | | — | | | | | | — | | |
Winston Ma
|
| | | | 25,000 | | | | | | —* | | | | | | — | | | | | | — | | |
All officers and directors as a group (7 individuals)
|
| | | | 675,000 | | | | | | 2.3% | | | | | | — | | | | | | — | | |
|
P
R O X Y
C
A R D |
| |
Mountain & Co. I Acquisition Corp.
4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807
EXTRAORDINARY GENERAL MEETING
OF MOUNTAIN & CO. I ACQUISITION CORP.
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FEBRUARY 6, 2023. |
|
|
Please mark vote as
indicated in this example |
| | ☒ | | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.
|
|
|
Proposal No. 1 — The Extension Amendment Proposal — RESOLVED, as a special resolution that subject to the approval of Proposal No. 2 — the Trust Agreement Amendment Proposal:
|
| |
FOR
☐ |
| |
AGAINST
☐ |
| |
ABSTAIN
☐ |
|
|
a)
Article 49.8 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8:
|
| | | | | | | | | |
|
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) November 9, 2023, and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to requirements of other Applicable Law.”
|
| | | | | | | | | |
|
b)
Article 49.9(a) of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.9(a):
|
| | | | | | | | | |
|
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by November 9, 2023, or such later time as the Members may approve in accordance with the Articles; or”
|
| | | | | | | | | |
|
c)
Article 49.11(b) of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11(b):
|
| | | | | | | | | |
|
“vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the time the Company has to consummate a Business Combination beyond November 9, 2023 or (ii) amend the foregoing provisions of this Article.”
|
| | | | | | | | | |
| Proposal No. 2 — Trust Agreement Amendment Proposal — RESOLVED, (subject to the approval of Proposal No. 1 — the Extension Amendment Proposal), that the amendment to the Company’s investment management trust agreement, dated as of November 4, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Articles Extension (the “Trust Agreement Amendment”), be approved, ratified and confirmed in all respects. | | |
FOR
☐ |
| |
AGAINST
☐ |
| |
ABSTAIN
☐ |
|
| Proposal No. 3 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal. | | |
FOR
☐ |
| |
AGAINST
☐ |
| |
ABSTAIN
☐ |
|
| Dated: | | | , 2023 | |